GomSpace Group AB (publ) (the “Company” or "GomSpace") has signed an
agreement
relating to an investment in several optional tranches of up to SEK
300 million.
The capital will mainly be used to finance and facilitate
accelerated expansion,
nearby acquisition opportunities and development of
GomSpace, its market and its
products. The transactions are to be carried out
through private placements of
convertible notes (the “Notes”) with warrants
attached (the “Warrants”) in
several tranches spread over 36 months (each a
“Tranche”). For the avoidance of
doubt, no Tranche has yet been called upon by
GomSpace.

CEO Niels Buus comments; “In a situation where the opportunities
for
nanosatellites continue to increase, we want to make sure that GomSpace has
the
financial strength to pursue the growth in the market. To make sure of
that, we
have decided to secure this financial structure because it is very
flexible and
it is a facility that is controlled by us if we are in need of
capital to
support the current accelerated growth strategy”.

The Tranches are
to be subscribed by European Select Growth Opportunities Fund
(the “Investor”),
a fund focusing on technology and healthcare small cap
companies presenting a
strong growth potential.

According to the financing agreement entered into
between GomSpace and the
Investor (the “Agreement”), GomSpace may call for the
first Tranche of SEK 50
million and any additional Tranches at its own
discretion. Should the first
Tranche not be called by GomSpace within 12
months, the Investor will have the
right to terminate the Agreement.

In
connection with each Tranche, GomSpace will also issue free warrants
to
existing shareholders, to protect them against equity dilution
(the
“Shareholders’ Warrants”). The Shareholders’ Warrants will have the
same
characteristics as those of the Investor.

The Agreement in short:

  ·
 The first Tranche may be carried out through a private placement
launched
through the issuance of Notes with an aggregate principal amount of
SEK 50
million with Warrants attached to the Investor. In addition to the
first
Tranche, the maximum potential financing through the issuance of Notes
amounts
to SEK 250 million.
  ·  Each Tranche shall be issued with a number of
Warrants equal to 50% of the
principal amount of the Notes divided by the
applicable strike price of the
Warrants and GomSpace will issue an equivalent
amount of Shareholders’ Warrants
to existing shareholders. Hence, upon the full
exercise of the Warrants and the
Shareholders’ Warrants, each Tranche may
provide GomSpace with an additional
amount equal to the principal amount of the
Notes of such Tranche.
  ·  The Tranches of Notes with Warrants attached may be
issued at GomSpace’
sole discretion over the next 36 months, subject to
fulfilment of certain
conditions.
  ·  As a technical measure in order to meet
the Investor’s demand for immediate
access to its shares, certain shareholders
will lend shares to the Investor.

Main characteristics of the Notes, the
Warrants and the Shareholders’ Warrants:

  ·  The Notes will have a principal
amount of SEK 100,000 each. They will bear
no interest and will have a maturity
of 12 months from the date of the
registration of their issuance with the
Swedish Companies Registration Office.
During their term, the Investor may
request to convert any or all of the Notes
at a variable conversion price
representing an 8 percent discount to the lowest
daily volume weighted average
price over the 15 trading days (the “Reference
Price”) preceding the conversion
date and excluding any day during which the
Investor would have traded shares
on the market.
  ·  Upon such conversion request, GomSpace will have the option
to remit, at
its discretion, cash, shares in GomSpace or a combination of both.
This
characteristic will enable GomSpace to manage the potential dilution
resulting
from conversion of the Notes.
  ·  The Warrants will have a maturity
of three (3) years from the date of the
registration of their issuance with the
Swedish Companies Registration Office
and will immediately be detached from the
Notes upon issuance. Each Warrant will
give right to subscribe for one (1) new
share (subject to standard adjustments
in accordance with the terms and
conditions of the Warrants) in GomSpace at a
fixed strike price representing a
30% premium to the Reference Price on the date
of the request from GomSpace to
issue a new Tranche (and in the specific case of
the Warrants of the first
Tranche, a 30% premium to the lower of (i) the
Reference Price on the date of
the Agreement, i.e. SEK 58.8352 and (ii) the
Reference Price on the date of the
request from GomSpace to issue the first
Tranche).
  ·  The Shareholders’
Warrants will have the same characteristics as the
Warrants and will together
be admitted to trading on Nasdaq First North Premier.

Issuance of the
Tranches

  ·  The aggregate principal amount of each Tranche issued within the
first 24
months after the date of the Agreement will be equal to SEK 50
million. The
aggregate principal amount of each Tranche issued within the 12
months
succeeding the 24 month period will be equal to SEK 25 million. The
amount of
each Tranche may be increased or decreased upon mutual consent of the
Investor
and GomSpace.
  ·  Upon full conversion or redemption of the Notes of
the previous Tranches or
after 6 months following the registration of the Notes
of the previous Tranche
with the Swedish Companies Registration Office,
GomSpace can request the
Investor to subscribe to a new Tranche, subject to the
fulfillment of the
following conditions on the date of the request and the date
of funding of the
requested Tranche:
    · no material adverse change has
occurred;
    · no event of default is in existence;
    · no impossibility for
the conversion of the Notes has occurred over the 90
preceding calendar days;
 
  · no suspension of trading of the shares has occurred over the 90
preceding
calendar days;
    · GomSpace has a sufficient number of shares
authorized for issuance by the
board of directors upon conversion of the Notes
into shares and upon exercise of
the Warrants and Shareholders Warrants;
    ·
the closing price and the daily volume weighted average price of the
shares on
each of the 10 preceding trading days is at least equal to SEK 55; the
daily
value traded of GomSpace’s shares on each of the 10 preceding trading days
is
at least equal to SEK 2,500,000; and post-subscription of the
requested
Tranche, the Investor does not hold more than (i) SEK 60 million of
aggregate
principal amount of Notes nor (ii) 5% of the then resulting number
of
outstanding shares, directly or indirectly through the ownership of both
shares
and Notes.

The full terms and conditions of the Notes, the Warrants and
the Shareholders'
Warrants will be published on GomSpace's website. GomSpace
will publish a press
release when calling for the issuance of a Tranche, and
will subsequently
publish and update on its website a table in order to follow
the conversions of
Notes, exercise of Warrants and the number of outstanding
shares.

For more information, please contact:
Niels Buus (CEO)
Tel: +45 40 31
55 57
Email: nbu @ gomspace.com
About GomSpace
The Company’s business
operations are mainly conducted through the wholly-owned
Danish subsidiary,
GomSpace A/S, with operational office in Aalborg, Denmark.
GomSpace is a space
company with a mission to be engaged in the global market
for space systems and
services by introducing new products, i.e. components,
platforms and systems
based on innovation within professional nanosatellites.
The Company is listed
on the Nasdaq First North Premier exchange under the
ticker GOMX. FNCA Sweden
AB is the Company’s Certified Adviser. For more
information, please visit our
website on www.gomspace.com.

Miscellaneous
This information is information
that GomSpace Group AB is obliged to make public
pursuant to the EU Market
Abuse Regulation. The information was submitted for
publication, through the
agency of the contact person set out above, at 15:35
CET on 13 July
2018.

IMPORTANT INFORMATION

The release, publication or distribution of this
press release in certain
jurisdictions may be restricted. This press release
does not constitute an offer
of, or an invitation to purchase or subscribe for,
any securities of GomSpace in
any jurisdiction.

This press release does not
constitute or form part of an offer or solicitation
to purchase or subscribe
for securities in the United States. The securities
referred to herein have not
been and will not be registered under the US
Securities Act of 1933, as amended
(the "US Securities Act") or under the
securities laws of any state or other
jurisdiction of the United States and may
not be offered or sold in the United
States absent registration except pursuant
to an exemption from, or in a
transaction not subject to, the registration
requirements under the US
Securities Act and in compliance with any applicable
laws of any state or other
jurisdiction of the United States. There will be no
public offering of the
securities in the United States. Copies of this
announcement should not be made
in and may not be distributed or sent into the
Australia, Canada, Hong Kong,
Japan, New Zealand, Singapore, South Africa,
Switzerland or the United
States.

This press release is not a prospectus for the purposes of Directive
2003/71/EC
(such Directive, together with any applicable implementing measures
under such
Directive in the relevant home Member State, the “Prospectus
Directive”).
GomSpace has not authorized any offer to the public of securities
in any Member
State of the European Economic Area and no prospectus or other
offering document
has been or will be prepared in connection with the
contemplated financing. With
respect to each Member State of the European
Economic Area and which has
implemented the Prospectus Directive (each, a
“Relevant Member State”), no
action has been undertaken to date to make an
offer to the public of securities
requiring a publication of a prospectus in
any Relevant Member State.
This press release may contain "forward-looking
statements”, which are
statements related to future events. In this context,
forward-looking statements
often address GomSpace’s expected future business
and financial performance, and
often contain words such as "expect”,
"anticipate”, "intend”, "plan”, "believe”,
"seek”, or "will”. Forward-looking
statements by their nature address matters
that are, to different degrees,
uncertain and can be influenced by many factors,
including the behavior of
financial markets, fluctuations in interest and
exchange rates, commodity and
equity prices and the value of financial assets;
the impact of regulation and
regulatory, investigative and legal actions;
strategic actions; and numerous
other matters of national, regional and global
scale, including those of a
political, economic, business and competitive
nature. These factors may cause
GomSpace’s actual future results to be
materially different than those
expressed in its forward-looking statements.
GomSpace does not undertake to
update its forward-looking statements.